6-K 1 takeda-closingform6xk.htm 6-K

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2025

Commission File Number: 001-38757

Takeda Pharmaceutical Company Limited

(Translation of registrant’s name into English)

1-1, Nihonbashi Honcho 2-chome

Chuo-ku, Tokyo 103-8668

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      X                     Form 40-F           

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Information furnished on this form:

EXHIBIT

Exhibit Number

4.5			Indenture, dated as of July 2, 2025, among Takeda Pharmaceutical Company Limited, as guarantor, Takeda U.S. Financing, Inc., as issuer, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon SA/SV, Dublin Branch, as Registrar.
4.6			Form of $1,650,000,000 5.200% Guaranteed Notes due 2035
4.7			Form of $750,000,000 5.900% Guaranteed Notes due 2055
5.3			Opinion of Sullivan & Cromwell LLP regarding $1,650,000,000 5.200% Senior Notes due 2035 and $750,000,000 5.900% Guaranteed Notes due 2055
5.4			Opinion of Nishimura & Asahi (Gaikokuho Kyodo Jigyo) regarding $1,650,000,000 5.200% Guaranteed Notes due 2035 and $750,000,000 5.900% Guaranteed Notes due 2055

The registrant hereby incorporates the Exhibits to this report on Form 6-K by reference into the prospectus that forms a part of the Registration Statement on Form F-3 (File Nos. 333-288301 and 333-288301-01) of the registrant and Takeda U.S. Financing, Inc., filed with the Securities and Exchange Commission on June 25, 2025.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						Takeda Pharmaceutical Company Limited
Date: July 2, 2025						By:			/s/ Norimasa Takeda
									Norimasa Takeda
									Chief Accounting Officer and Corporate Controller